tyroon tea company limited ltd._annual_report_20… · 1 tyroon tea company limited annual general...

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Tyroon Tea Company LimitedANNUAL GENERAL MEETING

Date : 26th September, 2013

Day : Thursday

Time : 10.30 A.M.

Venue : Bharatiya Bhasha Parishad36A, Shakespeare SaraniKolkata - 700 017

Directors :

A. K. JALAN

J. K. BHAGAT

B. K. SINGH

S. ISSAR

N. N. NAGPAUL

Company Secretary cum Cost Controller :

K. C. MISHRA

Auditors :

MESSRS. LODHA & CO.

CHARTERED ACCOUNTANTS

14, GOVERNMENT PLACE EAST

KOLKATA - 700 069

Registrars & Transfer Agents :

R & D INFOTECH PRIVATE LTD.

CORPORATE OFFICE :

1st Floor, 7A, BELTALA ROAD

KOLKATA - 700 026

Phone : 033-2419-2641 / 42

E-mail : [email protected], [email protected]

Bankers :

ALLAHABAD BANK

Garden :

TYROON TEA ESTATE

P. O. KHARIKATIA

DIST. JORHAT

ASSAM

Registered Office :

3, NETAJI SUBHAS ROAD

KOLKATA - 700 001

The practice of distributing copies of the Annual Report at the Annual General Meeting hasbeen discontinued as a measure of economy. Members are therefore requested to bringtheir copies of the Annual Report at the Meeting.

CONTENTS

1. Notice 2

2. Directors Report 5

3. Corporate governance report 10

4. Auditors Report 16

5. Balance Sheet 20

6. Profit and Loss Account 21

7. Cash Flow Statement 22

8. Significant Accounting Policies 23

9. Notes to Financial Statement 25

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Tyroon Tea Company Limited

NOTICE

Notice is hereby given that the Annual General Meeting of TYROON TEA COMPANY LIMITED will beheld as scheduled below :

Date : 26th September 2013.

Day : Thursday

Place : Bharatiya Bhasha Parishad

36A, Shakespeare Sarani,

Kolkata – 700 017.

Time : 10.30 A.M.

ORDINARY BUSINESS :

1. To receive, consider and adopt Reports of the Auditors and Directors and the Audited Accountsof the Company for the year ended 31st March 2013.

2. To declare Dividend for the Financial year ending March 2013.

3. To appoint a Director in place of Mr. Arun Kumar Jalan, who retires by rotation, and beingeligible offers himself for re-appointment.

4. To appoint a Director in place of Mr. Jugal Kishore Bhagat who retires by rotation, and beingeligible offers himself for re-appointment.

5. To appoint Auditors and fix their remuneration.

Registered Office : By Order of the Board“McLeod House” For Tyroon Tea Company Limited3, Netaji Subhas Road, K. C. MishraKolkata 700 001 Company SecretaryThe 14th day of May, 2013 cum Cost Controller

Notes :

1. PROXY

A member entitled to attend and vote at the meeting is also entitled to appoint a proxy to attendand vote instead of himself/herself and the proxy need not be a member of the Company. Proxy inorder to be effective must be deposited with the Company at its Registered Office at leastforty-eight hours before the commencement of the meeting.

2. CLOSURE OF REGISTER OF MEMBERS

The Register of Members of the Company will remain closed from 19th September 2013 to 26thSeptember 2013 both days inclusive. Shares transfer requisition received at Messrs. R & DInfotech Private Ltd., or at the Registered Office of the Company by 5.00 p.m. on 19th September,2013 will be in time for payment of Dividend subject to provisions of Section 206A of theCompanies Act, 1956.

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3. DIVIDENDPAYMENT OF DIVIDENDDividend if declared at the Annual General Meeting, will be paid to the Members whose namesappear on the Register of Members as on the book closure date in respect of Shares held inphysical form and in respect of shares held in electronic form (Demat), dividend will be paid to thebeneficial owners as per the list to be provided by the depositories, as on the Book Closure Date.UNPAID OR UNCLAIMED DIVIDENDPursuant to section 205A of the Companies Act, 1956 all unclaimed / unpaid dividends upto theyear ended 31st March, 1995 have been transferred to General Revenue Account of CentralGovernment. Shareholders who have not encashed the dividend warrants for the said period arerequested to claim the amount from the Registrar of Companies, West Bengal at Kolkata.

4. DEPOSITORY SYSTEMThe Company, consequent to introduction of the Depository System, entered into agreement withNational Securities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). Members, therefore now have the option of holding and dealing in the shares of theCompany in the electronic form through NSDL or CDSL.Effective from 28th May 2001, trading in the shares of the Company on any stock exchanges ispermitted only in the dematerialised form.

5. PAN DETAILSThe Securities and Exchange Board of India (SEBI) vide Circular Ref.No. MRD/DoP/Cir-05/2007dated April 27, 2007 made PAN mandatory for all securities market transaction. Thereafter, videCircular No. MRD/DoP/Cir-05/2009 dated May 20, 2009 it was clarified that for securities markettransaction and off market/private transactions involving transfer of shares in physical form oflisted Companies, it shall be mandatory for the transferee(s) to furnish copy of PAN Card to theCompany/RTA for registration of such transfer of shares.SEBI further clarified that it shall be mandatory to furnish a copy of PAN in the following cases :Deletion of name of the deceased shareholder(s), where the shares are held in the name of twoor more shareholder(s).Transmission of shares to the legal heir(s), where deceased shareholder was the sole holder ofshares.Transposition of shares – when there is a change in the order of names in which physical sharesare held jointly in the names of two or more shareholders.

6. LODGEMENT OF TRANSFER DOCUMENTSThe instruments of share transfer complete in all respects should reach the Company prior toclosure of the Register of Members as stated above.

7. CONSOLIDATION OF MULTIPLE FOLIOSShareholders who are holding shares in identical order of names in more than one folio, arerequested to write to the Company enclosing their Share Certificates to enable the Company toconsolidate their holdings in one folio.

8. CHANGE OF ADDRESSMembers are requested to quote their Registered Folio Number in all correspondence with theCompany and notify the Company immediately of change, if any, in their registered address and /or their mandates.

9. ATTENDANCE SLIPMembers are requested to handover the enclosed “Attendance Slip” duly signed in accordancewith the specimen signatures registered with Company for admission to the Meeting Hall.

10. MEMBERS’ QUERIESMembers desiring any information regarding Accounts are requested to write seven days inadvance to the Company before the date of Meeting to enable the Management to keep fullinformation ready.

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Details of Directors seeking Appointment at the Annual General Meeting

Particulars Mr. A. K. Jalan Mr. J. K. Bhagat

DIN 00196846 00055972

Date of Birth 18/10/1938 22/11/1943

Date of Appointment 28/07/1994 28/07/1994

Qualification Graduate Graduate

Nature of Experience Mr. Jalan having 51years of Mr. Bhagat, Industrialist having richFunctional Area experience in Tea and Jute Industry business experience

Name of Directorship in 1. Rajgir Properties (P) Ltd. 1. Ludlow Jute & Specialist Ltd.

other Companies 2. Ginni Filaments Ltd.

3. The Naihati Jute Mills Co. Ltd.

4. Ludlow Exports Ltd.

5. Ginni Flour & Foods Ltd.

6. Shiva Mercantile & TradingCo. (P) Ltd.

7. Bhagat Refineries &Chemicals (P) Ltd.

8. Dhan Lakshmi TradingCorporation (P) Ltd.

9. Reform Flour Mills (P) Ltd.

10. Vedant Credit Finance (P) Ltd.

11. Lotus Enclave (P) Ltd.

Membership/ NIL 1. Ludlow Jute & Specialist Ltd. —Chairmanship of Chairman - Investor / ShareholderCommittee in Grievance Committee

Public Company 2. Ginni Filaments Ltd. — Member ofRemuneration Committee / InvestorShareholder Grievance Committeeand Audit Committee.

The above report was placed and approved by the Board at its Meeting held on 14th of May, 2013.

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Tyroon Tea Company LimitedREPORT OF THE DIRECTORS

The Directors of the Company have pleasure in presenting the Annual Report together with the Audited Statementof Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS :

Rs. Rs.

Profit before Interest, Depreciation and Taxation 3,38,13,910

Less : Interest 23,77,529

Depreciation 31,67,640 55,45,167

Profit / (loss) before Tax 2,82,68,743

Less : Provision for Taxation 21,62,887

2,61,05,856

Add : Excess Provision of Income tax relating to earlier year written back NIL

Profit / (Loss) after Tax 2,61,05,856

Less : Proposed Dividend 34,02,100

Tax on Proposed Dividend 5,51,906 (39,54,006)

Transferred to General Reserve 2,21,51,850

DIVIDEND :

The Board of Directors of your Company are pleased to recommend a dividend of Re. 1/- per equity shares of Rs.10/- each (10%) (Previous year 10%), which will absorb a sum of Rs. 39.54 lacs including tax on dividend on paidup Capital of the Company, if approved in the Annual General Meeting.

DIRECTORS :

Mr. Arun Kumar Jalan and Mr. Jugal Kishore Bhagat retire by rotation and being eligible offer themselves forre-appointment. The required information about Mr. Arun Kumar Jalan and Mr. Jugal Kishore Bhagat as stipulatedin clause 49 of the listing agreement, have been given separately.

Cost Audit :

The Ministry of Corporate Affairs ,Government of India by an Order directed Audit of the Cost Accounts maintainedby the Company under Section 209(1)(d) of the Companies Act,1956 in respect of the Plantation Product on anyearly basis. In terms of the said Order Cost Audit is conducted by M/s. DGM & Associates, Cost Accountants,appointed with the approval of Ministry of Corporate Affairs (MCA) in term of the General Circular no. 15/2011dated 11th April, 2011 issued by MCA.

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DIRECTORS’ RESPONSIBILITY STATEMENT :

Your Directors confirm :

I. that in the preparation of the annual accounts, the applicable accounting standards have been followedalong with proper explanation relating to material departures;

II. that the directors have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the Profit of the Company for that period;

III. that the directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities;

IV. that the directors have prepared the annual accounts on a going concern basis.

AUDITORS :

Messrs. Lodha & Co., Chartered Accountants will cease to hold office as Auditors of the Company at the conclusionof the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. Necessarycertificate has been obtained from the Auditors as per section 224 (1) of the Companies Act, 1956.

The other observations made in the Auditors’ Report are self-explanatory and therefore, do not call for any furthercomments under Section 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES :

No employee of the Company was in receipt of such remuneration as to disclose particulars U/S. 217(2A) of theCompanies Act, 1956 and rules framed thereunder.

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE :

The information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read withCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ‘A’which forms part of this Report.

REPORT ON CORPORATE GOVERNANCE

A separate report on Corporate Governance alongwith the Auditor’s Certificate on its compliance is annexed to thisReport.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industrial Structure and Development.

India is the largest producer of Tea in the world, producing about 1112 million Kgs annually representing 40% ofWorld Black Tea Production. The Tea Industry plays a vital role in the Indian Economy by way of contributingvaluable foreign exchange and providing employment to a vast work force in remote areas.

During 2012 the Tea production in India was 1112 million kgs. against 988 million kgs. in the previous year. Increasein production compared to previous year is due to ideal weather condition upto October, 2012. Strong consumptiongrowth, low inventory and normal production has helped in maintaining the price in domestic market.

The Company has one tea estate together with own processing unit. Your company is committed to improvequality. Tea continues to enjoy the status of a popular beverage in the world. The huge domestic market offers asignificant opportunity for the Tea industry in India. Tea is now also being promoted as a health drink and offerssignificant opportunities for increase in consumption world wide. Increase in demand of orthodox Tea in Foreigncountries should have a positive impact on export.

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Outlook.

The health of our industry depends to a large extent on the geographical conditions which are outside the realm ofthe control of the Company. The Tea Industry is a highly labour intensive. The wages of workers are determinedaccording to periodic wage settlement agreement which often increase the labour cost to a significant extentirrespective of any improvement in productivity and realization. Normal weather condition across all tea producingcountries have increased the production during the 1st quarter of 2013-14. The average sale price is lower by Rs.5 - 10 per Kg. as compared to last year price. Barring unforeseen circumstances the Company expects satisfactoryworking results.

Internal Control system and its adequacy.

The Company has an adequate internal control system to ensure proper and efficient use of the Company’sresources, its protection against any unauthorised use, accuracy in financial reporting and due compliance of theCompany policy procedure as well as the statutes. Statutory and Internal Auditors also review its implementationand progress at periodic intervals and take corrective action where any shortcomings are identified. The AuditCommittee similarly reviews the internal control system and provides guidance for improvement.

Financial & operational performance

During the year 2012-2013 the company reported a net sale of Rs. 22.50 Crores and net profit for the year ended31st March 2013 after tax of Rs. 2.61 Crores. This is higher than the previous year mainly due to increase inaverage sale price. Inspite of the increase in wages and other inputs cost the Management is able to increase theprofitability by taking necessary steps to reduce debts and save interest cost. Steps are also being taken toimprove quality and increase production.

Human Resources and Development.

The Company has around 1500 permanent employees employed at the Tea Estate. The labour welfare officeremployed specifically for the purpose monitors the welfare of the workers.

Your Company runs a hospital, ambulance and dispensaries at its out divisions providing medical care to theemployees.

Personnel

The Industrial relation remains satisfactory for the year under review.

ACKNOWLEDGEMENT:

The Directors wish to express their appreciation to all officers, members, staff and workmen of the Company forvaluable services rendered and dedication exhibited by them. They also express their gratitude to Tea Board andBankers for their co-operation and support extended to the Company and express their thanks to Shareholders fortheir confidence and understanding.

Registered Office :“McLeod House”3, Netaji Subhas Road,Kolkata - 700 001.The 14th day of May, 2013

Directors

For and on behalf of the BoardS. ISSARA. K. JALAN

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Tyroon Tea Company LimitedANNEXURE “A”

ANNEXURE TO DIRECTORS’ REPORTCompanies (Disclosure of particulars in the report of Board of Directors) Rules, 1988.

(A) CONSERVATION OF ENERGY

1. Energy Conservation Measure : —taken

2. Additional investments and proposals if any, : Installation of Automatic Voltage Regulatorbeing implemented for reduction ofconsumption of energy

3. Impact of the measures at (1) and (2) above for : The cost of production has been reduced afterreduction of energy consumption and consequent installation of the energy saving equipments barringimpact on the cost of production. increase in rates of inputs.

4. Power and Fuel Consumption Current Year Previous Year

1. Electricity

a) Purchased Unit 7,20,765 5,49,323

Total Amount (Rs.) 54,20,139 66,73,593

Rate / Unit 7.52 12.15

b) Own generation

i) Through diesel Generator

Unit 4,21,527 3,70,145

ii) Units per Litre of diesel

Oil

Cost/Unit (Rs.) 10.09 9.85

2. (a) Natural Gas

Quantity (Scum) 6,78,783 7,78,369

Total Amount 82,24,692 81,31,450

Average Rate 12.12 10.45

(b) Consumption per Unit of Production

Black Tea (in Kgs.) 14,15,470 14,28,745

Electricity (In Unit) 0.51 0.38

Furnace Oil (in Litres) — —

Coal (in Kgs.) — —

Natural Gas (in Scum) 6,78,783 7,78,369

Natural Gas (per unit) 0.48 0.54

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(B) RESEARCH AND DEVELOPMENT

1. Specific area in which R & D carried out by the Company - Vermiculture farming

2. Future plan of action

Works are in hand to improve all aspects of field management which will improve both quality and production.

3. Expenditure on R & D

(a) Capital

(b) Recurring

(c) Total R & D expenditureas percentage of total turnover

(C) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts are being made towards technology absorption, adaptation and innovation

2. In case of imported technology (imported during the last 5 years from the beginning of the financial year )following information may be furnished :

(a) Technology imported (b) year of import (c) has technology been fully absorbed (d) if not fully absorbedareas where they have not taken place, reason and future plan of actions.

No Technology was imported during last 5 years.

FOREIGN EXCHANGE EARNING — Rs. Nil (Previous year Rs. Nil)

FOREIGN EXCHANGE OUTGO — Rs. 7,29,987/- (Previous year Rs. 5,66,363/-)

Registered Office :“McLeod House “3, Netaji Subhas Road ,Kolkata - 700 001.

The 14th day of May, 2013 .

Rs. 1,70,788.00

Directors


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ANNEXURE TO THE DIRECTOR’S REPORT.

CORPORATE GOVERNANCE REPORT 2013.

1. A brief statement on Company’s philosophy on code of governance.

The Company’s philosophy on corporate governance adopted by your Board is to ensure transparencyconsistent with the business environment in which the Company operates, in its dealings and operations aswell as the functioning of the Management and the Board.

It seeks to enhance overall shareholder value over a sustained period of time.

2. Board of Directors.

The Company’s Board of Directors comprises of five directors. There are no Executive Directors on the Board.

The Board met five times on the following dates during the financial year 2012-2013 as against the minimumrequirement of four meetings and the maximum time gap between two meetings did not exceed three months.

30th April, 2012, 31st July, 2012, 26th September, 2012, 31st October, 2012 and 31st January, 2013

The names and categories of the Directors on the Board, their attendance at the Board Meeting held duringthe financial year 2012-2013 and at the last Annual General Meeting, and also the Directorship and Committeeposition held by them in other Public Limited Companies as on 31st March, 2013 are given below: -

The Information under Annexure I to Clause 49 of the Listing Agreement is made available to the Board.

The Company did not have any pecuniary relationship or transaction with the non executive Directors during2012-2013.

Mr. A. K. Jalan PromoterDirector Non Executive 5 NO NIL NIL NIL NIL

Mr. S. Issar IndependentDirector Non Executive 5 YES NIL 1 NIL NIL

Mr. J. K. Bhagat Non IndependentDirector Non Executive 3 NO 2 6 1 3

Mr. B. K. Singh IndependentDirector Non Executive 5 NO NIL NIL NIL NIL

Mr. N. N. Independent 5 NO NIL 3 NIL NILNagpaul Non ExecutiveDirector

3. Audit Committee

Mr. S. Issar Chairman Independent, Non-executive.

Mr. J. K. Bhagat Member Non-Independent, Non-executive.

Mr. B. K. Singh Member Independent, Non-executive

Mr. N. N. Nagpual Member Independent, Non-executive

Mr. K. C. Mishra, Company Secretary cum Cost Controller acts as a Secretary to the Committee.

The Statutory Auditors, Internal Auditors and heads of the Finance are invitees to the Meetings.

The Audit Committee met four times during the year ended 31st March, 2013.

The Audit Committee met on the following dates during the financial year 2012-2013

30th April 2012, 31st July 2012, 31st October 2012, 31st January 2013.

Name Category

Number ofBoard Meetingsattended duringthe year 2012-

2013

Whetherattended

AGM held on26/09/2012

No. ofDirectorship held

in other PublicLimited

Companies

Chairman Members

No. of Committeeposition held in

other Public LimitedCompanies

Chairman Members

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Attendance of the Audit Committee

Name of the Director No of Meetings

Held Attended

Mr. S. Issar 4 4

Mr. J. K. Bhagat 4 3

Mr. B. K. Singh 4 4

Mr. N. N. Nagpual 4 4

The terms of reference of the Audit Committee includes

a. Review of annual accounts of the Company before submission to the Board.

b. Review with the Management, Statutory Auditors and the annual financial Statements before submissionto the Board.

c. Review with the Management, Statutory Auditors and Internal Auditors the adequacy of the InternalControl System.

d. Consideration of the Reports submitted by Internal Auditors and discussion about their findings with theManagement and suggesting corrective actions whenever necessary.

4. Remuneration Committee

There is no remuneration committee because non-executive directors do not receive any remunerationexcept sitting fees paid for attending the meeting of the Board of Directors and Committee thereof.

5. Investors’ / Shareholders’ Grievance Committee.

The committee consists of Mr. A. K. Jalan and Mr. J. K. Bhagat.

Mr. A. K. Jalan — Chairman, Mr. J. K. Bhagat — Member.

The Investors’ / Shareholders’ Grievance Committee met two times during the financial year 2012-13, on 31stJuly, 2012 and 31st January, 2013.

Given below is the position of Complaints received and attended during the year.

Complaints received - 15

Complaints attended - 15

Pending Complaints as on 31-03-2013 - NIL

No transfer were pending at the end of the financial year.

Name and Designation of the Compliance officer. Mr. K. C. MishraCompany Secretary cum Cost Controller.

6. General Body Meetings

Date Time Venue No. of SpecialResolution passed

27-09-2010 10.30 A.M. Auditorium of Bharatiya Bhasha Parishad NIL36A, Shakespeare Sarani,Kolkata – 700 017.

26-09-2011 10.30 A.M. Auditorium of Bharatiya Bhasha Parishad ONE36A, Shakespeare Sarani,Kolkata – 700 017.

26-09-2012 10.30 A.M. Auditorium of Bharatiya Bhasha Parishad NIL36A, Shakespeare Sarani,Kolkata – 700 017.

At the ensuing Annual General Meeting no resolution is proposed to be passed by Postal Ballot.

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7. Disclosures :-

There are no materially significant transactions made by the Company with its Promoters, Directors ormanagement, their subsidiaries or relatives etc. that may have potential conflict with the interest of theCompany at large.

The Register of Contracts containing transactions in which Directors are interested is placed before theBoard for its approval whenever such transaction exists.

Details of non-compliance by the Company, penalties, strictures imposed on the Company by StockExchanges or SEBI or any statutory authority on any matter related to capital markets during the last threeyears: NIL

Disclosure on Risk Management: The Company has in place mechanism to inform Board Member about therisk assessment and minimization procedure which is subject to review by the Management and is requiredto be placed by the Board on an annual basis.

CEO/CFO Certificate: A certificate from Director (who is head of financial function also) on the financialstatement of the Company was placed before the Board.

Declaration of Compliance with the Code of Conduct: All the Directors and Senior Management Personnelhave affirmed compliance with the Code of Conduct as approved and adopted by the Board of Directors. Adeclaration to this effect signed by the Director of the Company is given elsewhere in this Annual Report.

8. Means of Communication :

The quarterly results are published in the Financial Express and Duronto Bharat / Dainik Lipi and Company’sWebsite at : www.tyroontea.com

The half yearly results are not sent to each household of shareholders. Management discussions andanalysis report forms part of this annual report.

9. GENERAL SHAREHOLDER’S INFORMATION.

a. A.G.M. Date - 26th September 2013 at 10.30 A.M.

Venue : - Bharatiya Bhasha Parishad,36A, Shakespeare Sarani,Kolkata – 700 017.

b. Financial Calendar – April to March.

c. Date of Book Closure – 19/09/2013 to 26/09/2013 (both days inclusive).

d. Dividend : Proposed Re 1/- per equity share of Rs. 10/- each (10%)

e. Listing on Stock Exchanges:

Name Address

Bombay Stock Exchange Ltd. Phirojee Jeejeebhoy TowerDalal Street,Mumbai – 400 001.

The Calcutta Stock Exchange 7, Lyons Range,Association Ltd. Kolkata – 700 001.

The Company has paid annual listing fees to Kolkata and Bombay Stock Exchanges for financial year2013 – 2014.

f . Stock Code : BSE – 526945

Demat ISIN in NSDL andCDSL for the Equity Shares. : INE 945B01016

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g. Market Price Data : High Low during each month in the last financial year.

MONTH BOMBAY STOCK EXCHANGE (In Rs.)High Low

April, 12 31.25 27.15

May, 12 29.45 24.10

June, 12 28.15 25.10

July, 12 31.30 26.10

August, 12 30.95 27.15

September, 12 31.50 27.25

October, 12 34.00 27.60

November,12 43.30 31.80

December,12 53.45 40.00

January, 13 61.80 42.00

February, 13 58.25 42.40

March,13 57.55 50.60

h. Performance in comparison to Broad based indices such as BSE Sensex.

i. Registrar & Transfer Agent - R & D Infotech Private Ltd.,1st Floor, 7A, Beltala RoadKolkata – 700 026Phone Nos.: 033-2419-2641 / 42Email : [email protected], [email protected]

j. Share Transfer System:

Share Transfer documents received are approved by the Share Transfer Committee every fortnight, ifdocuments are complete in all respects.

BSE Sensex

Share Prices

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k. DISTRIBUTION OF SHAREHOLDING AS ON 31-03-2013

No. of Shares SHAREHOLDERS SHAREHOLDING

NOS. % NOS. %

Upto 500 2249 91.39 315500 8.68501-1000 101 4.10 82038 2.261001-2000 38 1.54 53825 1.482001-3000 20 0.81 48062 1.323001-4000 11 0.45 40070 1.14001-5000 5 0.20 23179 0.645001-10000 10 0.41 73268 2.02Above 10001 27 1.10 2998558 82.5

SHAREHOLDING PATTERN (AS ON 31-03-2013)

Category No.of Shares held Shareholding (%)

Financial Institutions 27400 0.81Mutual Funds 24100 0.71Bodies Corporate 1171522 34.44Directors and relatives 1160472 34.11NRI / OCB 88150 2.59Others 930456 27.35

3402100 100.00Forfeited Shares 232400

Total 3634500

l. Dematerialisation of shares and Liquidity :- 3029551 out of 3402100 equity shares have beendematerialised upto 31st March, 2013.

m. Outstanding GDRs/ADRs/Warrants Not Applicable.or any convertible instruments, conversiondate and likely impact on equity.

n. Plant Location : Tyroon Tea Estate,P.O. Kharikatia,Dist. Jorhat, Assam. Pin-785633

o. Address for Correspondence

Company - K. C. Mishra, Company Secretary cum Cost Controller,Tyroon Tea Company Limited3, N. S. Road, Kolkata – 700 001.Phone Nos. : 2248-3236/6071, Website : www.tyroontea.com,E-mail : [email protected]

Transfer Agent - R & D Infotech Private Ltd.1st Floor, 7A, Beltala Road, Kolkata – 700 026, Phone Nos.: 033-2419-2641 / 42e-mail : [email protected] / [email protected]

Certificate of the Director of the Company in terms of Clause 49-1(D) of Listing Agreement

ToThe Members ofTyroon Tea Company Limited

In terms of Clause 49-1(D) of the Listing Agreement it is hereby declared that all the Directors and SeniorManagement personnel including functional heads have affirmed the Code of Conduct as applicable to them for theyear ended 31st March, 2013.

Place: KolkataDate : 14th day of May 2013

For and on behalf ofTyroon Tea Company Limited

S. Issar - Director

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AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATEGOVERNANCE AS STIPULATED IN CLAUSE 49 OF THE LISTING AGREEMENT

To the Members of Tyroon Tea Company Limited

1. We have examined the Compliance of the Conditions of Corporate Governance by Tyroon TeaCompany Limited, for the year ended 31st March, 2013 as stipulated in clause 49 of the ListingAgreement of the said Company with stock exchange(s) in India.

2. The Compliance of conditions of Corporate Governance is the responsibility of the management.Our examination was carried out in accordance with the Guidance Note on certification ofCorporate Governance (as stipulated in Clause 49 of the Listing Agreement) issued by the Instituteof Chartered Accountants of India and was limited to the procedures and implementation thereof,adopted by the Company for ensuring the compliance of the conditions of corporate Governance.It is neither an audit nor an expression of opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and explanations given to us, and representationsmade by the Directors and the Management, except as given in para 4 below, we certify that theCompany has complied in all material respects with the conditions of Corporate Governance asstipulated in the above-mentioned Listing Agreement.

4. The framework of Risk Management and its controls are yet to be defined.

5. We further report that such compliance is neither an assurance to the future viability of theCompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the Company.

For LODHA & CO.Firm ICAI Registration No. : 301051E

Chartered AccountantsPlace : Kolkata H. S. JhaDated : 14th May, 2013 (Partner)

Membership No. 55854

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

OF

Tyroon Tea Company Limited

1. Report on the Financial Statements

We have audited the accompanying financial statements of Tyroon Tea Company Limited (“theCompany”) which comprise the Balance Sheet as at 31st March, 2013 and the Statement of Profitand Loss and Cash Flow Statement for the year ended, and a summary of significant accountingpolicies and other explanatory information.

2. Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true andfair view of the financial position, financial performance and cash flows of the Company inaccordance with the Accounting Standards referred to in sub-section (3C) of section 211 of theCompanies Act, 1956. (“the Act”). This responsibility includes the design, implementation andmaintenance of internal control relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement, whether due tofraud or error.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the Institute ofChartered Accountants of India. Those Standards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor’sjudgement, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considersinternal control relevant to the Company’s preparation and fair presentation of the financialstatements in order to design audit procedures that are appropriate in the circumstances. An auditalso includes evaluatiing the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by management, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.

4. Basis for Qualified Opinion

a) Computation of income tax based on certain opinion / interpretation and their impact, if any,are currently not ascertainable (Note 10 (a)).

b) Investments in respect of which eventual shortfall in value thereof and recoverability ofadvances and their impact, if any are currently not ascertainable (Note no. 12 (b) and 12(c)and;

17

c) Certain loans which have become overdue for re-payment in respect of which eventualshortfall in values thereof and their impact, if any, are currently not ascertainable (Note13(a)).

5. Opinion

In our opinion and to the best of our information and according to the explanations given tous, except for the effects of the matter described in the Basis for Qualified Opinion paragraph,the financial statements give the information required by the Act in the manner so requiredand give a true and fair view in conformity with the accounting principles generally acceptedin India :

a) In the case of the Balance Sheet, of the state of affairs of the company as at31st March, 2013;

b) In the case of the Statement of Profit and Loss , of the profit for the year ended on thatdate; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on thatdate.

6. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexurea statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by section 227(3) of the Act, we report that :

a. We have obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Companyso far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with bythis Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statementcomply with the Accounting Standards referred to in sub-section (3C) of section 211 of theCompanies Act, 1956, and

e. On the basis of written representations received from the directors as on March 31, 2013,and taken on record by the Board of Directors, none of the directors is disqualified as onMarch 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1)of section 274 of the Companies Act, 1956.

For Lodha & Co. Chartered Accountants

Firm ICAI Registration No. : 301051EPlace: Kolkata (H. S. Jha)Dated: the 14th day of May, 2013 Partner


18

ANNEXURE REFERRED TO IN PARAGRAPH 6 OF OUR REPORT OF EVEN DATE

i) (a) The company has maintained proper records showing full particulars including quantitativedetails and situations of fixed assets.

(b) The Fixed assets of the company were physically verified by the management according tophased program of verification, which in our opinion is reasonable having regard to the sizeof the Company and the nature of its business. Discrepancies noticed on such verificationswere not material.

(c) The company has not disposed off a substantial part of its fixed assets during the year,which affect its going concern status.

ii) (a) As explained to us, the inventories of the Company except materials lying with the thirdparties have been physically verified by the Management at reasonable intervals during theyear/at the year end. In our opinion and according to information and explanations given tous, the frequency of the verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedureof physical verification of inventories except in respect of materials lying with third partiesfollowed by the Management is reasonable and adequate in relation to the size of theCompany and nature of its business.

(c) On the basis of examination of the records of Inventory and according to the information andexplanations given to us, we are of the opinion that the Company is maintaining properrecords of Inventory. Discrepancies noticed on the physical verification of stocks were notmaterial.

iii) On the basis of examination of the records and according to the information and explanationsgiven to us, the company has not taken/granted any loans, secured or unsecured to Companies,firms, or other parties covered in the register maintained under section 301 of the Act during theyear. Accordingly, the provisions of clause 4(iii) (b) to (g) of the order are not applicable to thecompany.

iv) In our opinion and according to the information and explanations given to us there are adequateinternal control procedures commensurate with the size of the company and nature of itsbusiness with regard to the purchase of Inventory, Fixed Assets and sale of goods. During thecourse of our audit we have not observed any continuing failure to correct major weakness ininternal control system.

v) According to the information and explanations given to us, there are no transactions that need toentered into the register in pursuance of section 301 of the Act. Accordingly, the provisions ofclause 4(v) (b) of the order are not applicable to the company.

vi) The company has not accepted any deposits from the public during the year within the meaningof the provisions of section 58A, 58AA or any other relevant provision of the Act and rules madethereunder.

vii) The Company has an internal audit system which covers certain specific areas of operations/process and therefore the scope thereof needs to be enlarged and the system followed needs tobe further strengthened.

viii) As explained to us, the Central Government has prescribed the maintenance of cost recordsunder section 209(1)(d) of the Act for manufacture of tea. The Company is in the process ofcompiling such records. However in the absence of these records we have not been able to carryout the review of the same.

19

ix) According to the information and explanations given to us and as per the records of the Company,the Company is regular in depositing with appropriate authorities undisputed statutory duesincluding Provident Fund, Investor Education and Protection Fund, Employees State Insurance,Income Tax, Professional Tax, Sales Tax, Wealth tax, Service Tax, Excise Duty, Cess and anyother statutory dues applicable to it. However, according to the information and explanation givento us, there is no undisputed amounts payable in respect of these which were in arrears as on31st March, 2013 for a period of more than six months from the date they became payable.

x) There are no accumulated losses as at the close of the financial year. The Company has notincurred cash losses during the year and in the immediately preceding previous financial year.

ix) Based on our examination of documents and records and according to information andexplanations given to us, the company has not defaulted in repayment of dues to FinancialInstitutions and banks. There are no debenture holders.

xii) Based on our examination of documents and records and according to the information andexplanations given to us, the company has not granted loans and advances on the basis ofsecurity by way of pledge of shares, debentures and other securities.

xiii) The company is not a Chit fund or a Nidhi/Mutual benefit fund/society. Accordingly, the provisionsof the clause 4(xiii) of the Order are not applicable to the Company.

xiv) The Company is not dealing and trading in shares, securities, debentures and other investments.Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

xv) According to the information and explanations given to us, the Company has not given anyguarantee for loans taken by others from Banks or Financial Institutions.

xvi) As per the information and explanation given to us, the Company has not availed fresh term loanduring the year.

xvii) According to the information and explanations given to us and on an overall examination of theBalance Sheet of the company, we report that the Company has not utilized short term funds forlong term purposes.

xviii) The Company has not made any preferential allotment of shares to parties and Companiescovered in the register maintained under section 301 of the Act.

xix) On the basis of the examination of the records, the company has not issued any debentures.

xx) The Company has not raised any money by public issue during the year.

xxi) During the course of our examination of the books of accounts carried out in accordance withgenerally accepted auditing practices in India, we have neither come across any incidence offraud on or by the company nor have we been informed of any such case by the Management.

For Lodha & Co. Chartered Accountants

Firm ICAI Registration No. : 301051EPlace: Kolkata (H. S. Jha)Dated: the 14th day of May, 2013 Partner


20

Tyroon Tea Company LimitedBalance Sheet as at 31st March, 2013

As at As atParticulars Note 31.03.2013 31.03.2012

No. Rs. Rs.EQUITY AND LIABILITIES

Shareholder’s Funds

a. Share Capital 2 3,51,20,208 3,51,20,208

b. Reserves and Surplus 3 12,76,54,677 10,55,02,827

Non-Current Liabilities

a. Long Term Borrowings 4 52,19,310 87,22,092

b. Deferred tax liabilities (Net) 5 — —

c. Long term Provisions 6 2,37,22,762 2,08,97,477

Current Liabilities

a. Short Term Borrowings 7 1,00,13,113 23,00,202

b. Trade Payables 8 2,60,09,543 2,60,67,599

c. Other Current Liabilities 9 37,25,086 33,98,964

d. Short Term Provisions 10 1,51,14,133 1,20,71,323

Total 24,65,78,832 21,40,80,692

ASSETS

Non-Current Assets

a. Fixed Assets

Tangible Assets 11 6,81,97,075 6,85,10,553

b. Capital Work in Progress — —

c. Non-Current Investments 12 2,29,02,698 2,86,00,200

d. Long Term Loans and Advances 13 2,58,00,000 2,70,00,000

Current Assets

a. Current Investments 14 8,27,01,353 5,06,49,520

b. Inventories 15 1,16,31,370 1,14,19,152

c. Trade receivables 16 27,96,602 11,97,264

d. Cash and Cash equivalents 17 16,61,971 12,77,795

e. Short Term Loans and Advances 18 1,89,97,942 1,20,75,880

f. Other Current Assets 19 1,18,89,821 1,33,50,328

Total 24,65,78,832 21,40,80,692

Significant Accounting Policies 1

See accompanying notes to the financial statements

This is the Balance Sheet referred to in our Report of even date.

KolkataThe 14th day of May, 2013

FOR LODHA & CO.Chartered AccountantsH. S. JHAPartner

K. C. MISHRACompany Secretarycum Cost Controller


Directors

21

Tyroon Tea Company LimitedStatement of Profit and Loss for the year ended 31st March, 2013

For the year For the yearended ended

Particulars Note 31.03.2013 31.03.2012No. Rs. Rs.

Revenue from Operations 20 22,49,71,202 19,52,89,479

Other Income 21 1,07,94,776 82,35,083

Total Revenue 23,57,65,978 20,35,24,562

Expenses

Cost of Materials Consumed 15C 3,53,62,610 3,62,03,027

Cultivation Expenses 2,59,80,191 2,01,59,158

Changes in inventories of finished goods,work in progress and Stock-in-Trade 22 5,48,691 91,671

Employee Benefits Expense 23 6,84,61,327 5,71,69,737

Finance Costs 24 23,77,527 29,47,734

Depreciation and amortization expense 11 31,67,640 28,24,683

Other Expenses 25 7,15,99,248 6,53,55,893

Total Expenses 20,74,97,234 18,47,51,903

Profit before Tax 2,82,68,743 1,87,72,659

Tax Expense 26 21,62,887 13,40,911

Profit / (Loss) for the year 2,61,05,856 1,74,31,748

Earnings per Equity Share : 30

Basic and Diluted 7.67 5.12

Significant Accounting Policies 1

See accompanying notes to the financial statements

This is the Statement of Profit & Loss Account referred to in our Report of even date.





Directors

22

Tyroon Tea Company LimitedCash Flow Statement for the year ended 31st March, 2013

2012-2013 2011-2012Rs. Rs.

A. Cash Flow from Operating Activities :Net Profit before Tax 2,82,68,743 1,87,72,659Adjustments for :

Depreciation 31,67,640 28,24,683Interest Paid 23,77,527 29,47,734(Profit) / Loss on Sale of Fixed Assets (9,172) 1,05,964Interest / Dividend received (20,42,215) (19,13,468)(Profit) / Loss on Sale of Investments (61,95,396) (27,71,200)Sundry Debit Balance written off 3,60,827 2,20,125Sundry Credit Balance Written Back — (21,688)Provision / Liability no longer required written back (68,020) (14,80,533)

Operating Profit before working capital changes 2,58,59,934 1,86,84,276Adjustments for :

(Increase) / Decrease in Trade and Other receivables (64,77,417) 49,14,499(Increase) / Decrease in Inventories (2,12,218) (20,30,555)Increase / (Decrease) in Payables 40,52,249 27,77,950

Cash generated from operations 2,32,22,548 2,43,46,170Direct Taxes paid (30,03,180) (14,94,580)

Net Cash (used in) / from operating activities 2,02,19,368 2,28,51,590B. Cash Flow from Investing Activities :

Purchase of fixed assets (32,41,043) (1,94,45,247)Sale of fixed assets 3,96,053 19,87,258Investments - Purchase of Investments (9,61,52,572) (2,68,34,225)Proceeds from Sale of Investments 7,59,93,637 3,43,89,571Loans and Inter-corporate Deposits (Net) 12,00,000 21,70,000Interest received 34,89,942 23,93,880Dividend received 12,780 14,378

Net cash (used in) / from Investing activities (1,83,01,203) (53,24,385)C. Cash Flow from Financing Activities :

Proceeds from Long Term Borrowing (net) (28,74,890) (30,05,109)Proceeds from Short Term Borrowing (net) 77,12,911 (1,68,57,862)Interest Paid (24,18,004) (29,64,204)Dividend Paid (34,02,100) (34,02,100)Tax on Dividend (5,51,906) (5,65,046)

Net cash (used in) / from financing activities (15,33,989) (2,67,94,321)

Net (Decrease) / Increase in cash and cash equivalents 3,84,176 (92,67,116)Cash and Cash Equivalents (Opening Balance)* 12,77,795 1,05,44,911Cash and Cash Equivalents (Closing Balance)* 16,61,971 12,77,795

Note : 1. The above Cash Flow statement has been prepared under the “Indirect Method” set out in AccountingStandard (AS) - 3 on Cash Flow Statement

2. *Refer Note ‘17’ to the financial statements

THIS IS THE CASH FLOW STATEMENT REFERRED TO IN OUR REPORT OF EVEN DATE





Directors

23

1 SIGNIFICANT ACCOUNTING POLICIES

A. GENERAL

i. These accounts have been prepared on the historical cost convention in accordance withprovisions of the Companies Act, 1956 and mandatory Accounting Standards Rules 2006.

ii All income and expenses to the extent considered receivable and payable respectively, unlessspecifically stated to be otherwise are accounted for on mercantile basis.

iii. Accounting policies unless specifically stated to be otherwise are consistent and are inconsonance with generally accepted accounting principles.

B. USE OF ESTIMATES

The Preparation of financial Statements require Management to make estimates and assumption thataffect the reported amount of Assets and Liabilities and disclosure relating to contingent liabilities asat the Balance Sheet date and the reported amounts of Income and Expenses during the year.

Contingencies are recorded when it is probable that a liability will be incurred and the amounts canreasonably be estimated. Differences between the actual results and the estimates are recognized inthe year in which the results are known / materialized.

C. REVENUE RECOGNITION

i. Sales is recognised in the accounts on passing of title of goods i.e. delivery as per terms of saleor on completion of auction in case of auction sale.

ii. Sales represent the invoice value of goods supplied less tax, if any.

D. FIXED ASSETS

Fixed Assets are stated at cost of acquisition. The cost of extension planting on cultivable landincluding cost of development is capitalised whereas expenses in respect of replanting of tea bushesare charged to revenue. Subsidy related to fixed assets is adjusted against the cost of the same.

E. DEPRECIATION

Depreciation on Fixed Assets is provided in the manner and at the applicable rates as specified inSchedule XIV of the Companies Act, 1956 under Straight Line Method.

F. IMPAIRMENT

Fixed Assets are reviewed at each Balance Sheet date for impairment. In case event andcircumstances indicate any impairment, recoverable amount of fixed assets is determined. Animpairment loss is recognized, wherever the carrying amounts of assets either belonging to CashGenerating Unit (CGU) or otherwise exceeds recoverable amount. The recoverable amount is thegreater of asset's net selling price or its value in use. In assessing the value in use, the estimatedfuture Cash Flow from the use of assets is discounted to their present value at appropriate rate. Animpairment loss is reversed if there has been change in the recoverable amount and such loss nolonger exists or has decreased. Impairment Loss / reversal thereof is adjusted to the carrying value ofthe respective asset which in case of CGU, are allocated to the assets on a pro-rata basis. Subsequentto recognition of impairment loss / reversal thereof, depreciation is provided on the revised carryingamount of the assets, on a systematic basis, over its remaining useful life.

G. INVESTMENTS

Investments are classified under Long Term and Current Investments depending on the intention forholding the same. Long Term Investments are stated at cost. Provision for diminution is made torecognise a decline, other than the temporary, in the value of investments. Current Investments arestated at lower of cost or fair value. Gains/Losses on disposal of investments are recognised in theStatement of Profit and Loss.

Tyroon Tea Company LimitedSignificant Accounting Policies

24

H. INVENTORIES

Inventories are valued at cost or net realisable value whichever is lower. Cost in respect of finishedproduct is determined on average basis and represents works cost and appropriate portion ofoverheads.

Cost in respect of Stores and Spares and Foodstuff is computed on FIFO basis.

Excise duty /Tea Cess/ Education Cess if any leviable/ payable on closing stock of Tea is provided andincluded in valuation of closing stock.

I. EMPLOYEE BENEFITS

Employee benefits are accrued in the year services are rendered by the employees.

Contribution to defined contribution schemes such as Provident Fund etc. are recognized as and whenincurred.

Long-term employee benefits under defined benefit scheme such as contribution to gratuity aredetermined at close of the year at present value of the amount payable using actuarial valuationtechniques. Leave Encashment is provided on the basis of actual valuation as computed by thecompany.

Actuarial gain and losses are recognized in the year when they arise

J. FOREIGN EXCHANGE TRANSACTION

Transaction in foreign currencies are accounted for at the exchange rate prevailing on the date of thetransaction. Foreign currency, monetary assets and liabilities at the year end are translated usingexchange rate prevailing on the last day of the financial year. The loss or gain thereon and also theexchange differences on settlement of the foreign currency transactions during the year arerecognized as income or expenses and adjusted to the Statement of Profit and Loss.

K. SUBSIDY

Tea Replantation subsidy and other subsidies is accounted for on acceptance/receipt by/from theconcerned authorities.

L. BORROWING COST

Borrowing cost incurred in relation to acquisition, construction or production of a qualifying asset iscapitalized as a part of the cost of such assets up to the date when such assets are ready forintended use or sale. Other borrowing costs are charged as an expense in the year in which they areincurred.

M. TAXES ON INCOME

Provision for Tax is made for current and deferred taxes. Current tax is provided on the taxableincome using the applicable tax rates and tax laws. Deferred tax assets and liabilities arising onaccount of timing difference, which are capable of reversal in subsequent period are recognizedusing tax rates and tax laws, which have been enacted or substantively enacted. Deferred tax assetsare recognized only to the extent that there is reasonable certainty that sufficient future taxableincome will be available against which such deferred tax assets will be realized. In case of carryforward of unabsorbed depreciation and tax losses, deferred tax assets are recognized only if thereis a “virtual certainty” that such deferred tax assets can be realized against future taxable profits.

N. PROVISION, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provision involving substantial degree of estimates in measurement is recognized when there is apresent obligation as a result of past events, and it is probable that there will be an outflow ofresources and a reliable estimate can be made of the amount of obligation. Contingent assets areneither recognized nor disclosed in the financial statements. Contingent liabilities are not provided inthe books but disclosed by way of a note in the Notes to Account.

Tyroon Tea Company LimitedSignificant Accounting Policies

25

Tyroon Tea Company LimitedNotes to the Financial Statements for the year ended 31st March, 2013

FIGURES IN BRACKETS REPRESENTS DEDUCTIONS

AS AT AS AT31.03.2013 31.03.2012

Rs. Rs.2. SHARE CAPITAL

AUTHORISED

40,00,000 Equity Shares of Rs. 10/- each 4,00,00,000 4,00,00,000

(Previous year 40,00,000 Equity Sharesof Rs. 10/- each)

ISSUED, SUBSCRIBED AND PAID UP

34,02,100 Equity Shares of Rs. 10/- each 3,40,21,000 3,40,21,000

fully paid ups)

Add : Forfeited Shares Amount 10,99,208 3,51,20,208 10,99,208 3,51,20,208

Paid-up on 2,32,400 Equity Shares) 3,51,20,208 3,51,20,208

Note :

Shareholders holding more than 5% shares : No. of Shares No. of Shares

Srikrishna Ajrun Trading & Investment Co. (P) Ltd. 9,43,456 7,74,233

Arun Kumar Jalan 6,54,778 6,54,778

Anirudha Jalan 4,06,819 4,06,819

3. RESERVE AND SURPLUS

As at 31st .March 2013 As at 31st .March 2012

Share Premium 3,86,57,000 3,86,57,000

General Reserve :

Opening Balance 6,68,45,827 5,33,68,085

Add : Transferred from Profitand Loss Account 2,21,51,850 8,89,97,677 1,34,77,742 6,68,45,827

Surplus :

Opening Balance — —

Add : Profit for the year transferred fromStatement of Profit & Loss 2,61,05,856 1,74,31,748

Less : Proposed Dividend on Equity Shares

(Dividend per Share Re 1/-(Previous year Re 1/-) (34,02,100) (34,02,100)

Less : Tax on Dividend (5,51,906) (5,51,906)

Less : Transferred to General Reserve (2,21,51,850) (1,34,77,742)

Balance at the end of the year — —

12,76,54,677 10,55,02,827

26


FIGURES IN BRCKETS REPRTS DEDUCTIONS

As at As at31.03.2013 31.03.2012

Rs. Rs.4. LONG TERM BORROWINGS (SECURED)

Term Loan from Allahabad Bank 48,43,981 79,43,981

Vehicle Loan 3,75,329 7,78,111

52,19,310 87,22,092

Note :

a. Term Loans are secured by hypothecation of crops, entire stocks, bookdebts and other current assets and Plant and machinery, both presentand future and equitable mortgage of Leasedhold Land at Garden bydeposit of Title Deeds and guaranteed by Srikrishna Arjun Trading &Investment Co. Private Limited and personal guarantee of two persons,one of them is a Director. The same is payable in unequal quarterlyinstallments ending in 2015-16.

b. Vehicle Loan is secured by hypothecation of vehicles acquired underCar Loan Scheme. Such loan taken during different years is repayablewithin 5th March, 2016

5. DEFERRED TAX LIABILITIES (NET)

In accordance with Accounting Standard - 22 “Accounting for Taxes onIncome” the Company has accounted for deferred tax. The taxauthorities have disputed the claims made by the Company seeking taxbenefits on non moving interest receivable. Further interest to the extentnot provided in the books as the possibility of recoverability being doubtfulhas also been added in various assessment years while computingtaxable income by the tax authorities. As the matter is at various stagesof dispute with tax authorities neither deferred tax assets nor deferredtax liability has been considered in this respect. Considerable amount ofgratuity provided in the books has remained unpaid. In the absence ofany future plan of payment Deferred tax Assets in this respect has beenconsidered only to the extent of Deferred Tax Liability.

The Components of deferred Tax Assets and Liabilities are as follows:-

Opening Balance Charge/ Closing Balanceas on 01.04.2012 (Credit) for as on 31.03.2013

the year

Deferred Tax Liabilities :

Depreciation Difference 28,77,878 6,23,836 35,01,714

Deferred Tax Assets :

Expenditure allowable on payment basis 28,77,878 (6,23,836) 35,01,714

— — —

As at As at31.03.2013 31.03.2012

Rs. Rs.6. LONG TERM PROVISIONS

Provision for Employee Benefits :

Provision for Gratuity & Leave Encashment 2,37,22,762 2,08,97,477

2,37,22,762 2,08,97,477

27


FIGURES IN BRACKETS REPRESENTS DEDUCTIONS

As at As at31.03.2013 31.03.2012

Rs. Rs.

7. SHORT TERM BORROWINGSCash Credit A/c. 1,00,13,113 23,00,202

1,00,13,113 23,00,202

Note :

The above loans are secured by hypothecation of crops, entirestocks, book debts and other current assets and Plant andmachinery, both present and future and equitable mortgage ofLeasedhold Land at Garden by deposit of Title Deeds and guaranteedby Srikrishna Arjun Trading & Investment Co. Private Limited andpersonal guarantee of two persons, one of them is a Director.

8. TRADE PAYABLES

Trade Payables 2,60,09,543 2,60,67,599

2,60,09,543 2,60,67,599

Note :

The Company is in the process of compiling information with regardsto suppliers covered under Micro, Small and Medium EnterpriseDevelopment Act, 2006. To the extent identified, the Company hasno information from the suppliers under the Act and accordingly thedisclosure as acquired in Section 22 of the said Act could not begiven in said accounts.

9. OTHER CURRENT LIABILITIES

Current maturities of Term Loan from Allahabad Bank [Refer Note 4(a)] 31,00,000 25,00,000

Current maturities of Vehicle Loan [Refer Note 4(b)] 4,02,782 3,74,890

Advances against Tea Proceeds — 2,61,293

Interest Accrued but not due 2,22,304 2,62,781

37,25,086 33,98,964

10. SHORT TERM PROVISIONS

Provision for Employee Benefits :

Provision for Gratuity & Leave Encashment 56,57,477 41,79,184

Provision for Taxation (net of advance tax) 55,02,650 39,38,133

Provision for Dividend 34,02,100 34,02,100

Provision for Dividend Tax 5,51,906 5,51,906

1,51,14,133 1,20,71,323Note :

In the earlier years, while computing the Minimum Alternate tax certainadjustments were made based on opinion received by the Company.

28

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29

Tyroon Tea Company LimitedNotes to the Financial Statements for the year ended 31st March, 2013 (contd.)

12. NON-CURRENT INVESTMENTSAs at 31.03.2013 As at 31.03.2012

FACE NO. OF BOOK NO. OF BOOKVALUE / SHARES / VALUE SHARES / VALUE

NAV UNITS UNITSRs. Rs. Rs.

A. Non-Trade Investments

In Shares and Debentures of Companies (at cost):

(Quoted Equity Shares, Fully Paid upunless otherwise stated.)

Equity Shares :

Rajahbhat Tea Co. Ltd. 10 100 533 100 533

The Calcutta Investment Co. Ltd. 100 400 21,300 400 21,300

JSW Ispat Steel Ltd. 10 3,000 3,33,319 3,000 3,33,319

Maharashtra Polybutenes Ltd. 1 50 1,000 50 1,000

Century Enka Ltd. 10 250 54,800 250 54,800

Hasimara Industries Ltd. 10 — — 1,00,000 10,00,000

Bank of Maharashtra 10 900 20,700 900 20,700

MVL Industries Ltd. 10 4,200 2,91,233 4,200 2,91,233

Gujrat Mineral Development Corporation Ltd. 2 3,000 7,47,822 3,000 7,47,822(Includes 1500 number of bonus sharesissued previous year)

Jai Corporation Ltd. 1 1,100 8,92,628 1,100 8,92,628

M V L Limited 1 28,000 1,94,155 28,000 1,94,155

First Souce Solutions Limited 10 25,000 3,02,498 — —

B. Trade Investments(Unquoted Equity Shares, Fully paid upunless otherwise stated :)Equity Shares :

Assam Bengal Cereals Ltd. 10 50 500 50 500

Assam Co-operative Sugar Mills Ltd. 20 174 3,480 174 3,480

Essar Steel Ltd. 10 200 18,730 200 18,730

Preference Shares :Quoted Redeemable Preference Shares

JSW Ispat Steel Ltd. 10 2,000 20,000 2,000 20,000(0.01% Cumulative RedeemablePreference Shares)

Un-Quoted Redeemable Preference Shares

Hasimara Industries Ltd(9% Non-Cumulative Redeemable

Preference Shares) 100 50,000 50,00,000 50,000 50,00,000

Hasimara Industries Ltd(9% Non-Cumulative Redeemable

Preference Shares) 100 25,000 25,00,000 25,000 25,00,000

30


12. NON-CURRENT INVESTMENTS (Contd.)As at 31.03.2013 As at 31.03.2012



Presidency Exports & Industries Ltd. 100 60,000 60,00,000 60,000 60,00,000(9% Non-Cumulative Redeemable PreferenceShares)

Creative Services Private Ltd. 100 65,000 65,00,000 65,000 65,00,000(9% Non-Cumulative Redeemable PreferenceShares)Debentures :Barclays Investment and Loans (I) Ltd. 1000000 — — 5 50,00,000

2,29,02,698 2,86,00,200

As at 31.03.2013 As at 31.03.2012

COST MARKET VALUE COST MARKET VALUERs. Rs. Rs. Rs.

QUOTEDTraded 28,38,155 10,03,510 25,35,657 26,63,872Non Traded * Rajahbhat Tea Co. Ltd. 533 533

The Calcutta Investment Co. Ltd. 21,300 21,300Hasimara Industries Ltd. — 10,00,000

UNQUOTED 2,00,42,710 2,50,42,710

2,29,02,698 2,86,00,200Note :a. Market quotation in respect of non traded shares are not available since long, therefore the market value of

these investments has not been statedb. The decline in the market value of long term investments to the extent of Rs. 19,02,300 (Previous year

Rs. 15,89,526/-) in respect of actively traded securities has been considered to be temporary in nature andaccordingly provision for such decline has not been considered necessary by the Management.

c. The Company’s investments of Rs. 2,00,00,000 in certain Non-Cumulative Redeemable Preference Sharesand loans and advances of Rs. 1,50,00,000 in group/associated companies are strategic in nature.Considering the long term involvement and the intrinsic values of these companies, these investments andbalances have been considered good and fully recoverable.

As at As at31.03.2013 31.03.2012

Rs. Rs.13. LONG TERM LOANS AND ADVANCES

(Unsecured and considered good by the Management)Loan Given

To Companies 1,50,00,000 1,50,00,000To Others 1,08,00,000 1,20,00,000

2,58,00,000 2,70,00,000Note :Loans of Rs. 2,04,96,000/- (including interest amounting toRs. 96,96,000/- as given in note 19) recoverable from certain partieswhich have become overdue. The Company has filed suits for therecovery of the loan amounts together with interest due. Interest onthese loans considering the uncertainty as to the realisation will beaccounted for as and when realised/settled.

31


Investment in Mutual Funds (Quoted)

ICICI Prudential Interval Fund IIQuarterly Interval Plan F 10.3703 824257.0000 8547808 824,257.0000 8,547,808

ICICI Prudential Interval Fund IIQuarterly Interval Plan A 10.1544 0.0000 0 984,794.0000 9,999,992

Kotak Floater Long Term Growth 18.6149 11,34,950.6150 21126992 0.0000 —

ICICI Prudential Interval Fund III QuarterlyInterval Plan Institutional Cumulative 10.3503 0.0000 0 508,922.0000 5,267,495

ICICI Prudential Flexible Income PlanRegular Growth 117.4966 0.0000 0 63,881.9030 7,505,900

Kotak Quarterly Plan Series II Growth 14.1073 0.0000 0 1,370,094.3710 19,328,325

DWS Gilt Fund Regular Growth 12.8045 1,718,144.0040 22000000 — —

ICICI Prudential Income OpportunitiesFund Regular Plan Growth 15.2394 2,035,939.2740 31026553 — —

82,701,353 50,649,520

Aggregate NAV of Investments in Mutual Fund 86,951,959 53,967,691

As at As at31.03.2013 31.03.2012

Rs. Rs.15. INVENTORIES

(As taken, valued and certified by the Management)

Stores and Spare Parts 87,52,426 79,93,446

Less : Provision of Obsolete Stock (145,413) 86,07,013 (1,45,413) 78,48,033

Stock of Foodstuff 52,021 50,092

Stock of Tea 29,72,336 35,21,027

1,16,31,370 1,14,19,152

14. CURRENT INVESTMENTS (Non-Trade)

AS AT 31.03.2013 AS AT 31.03.2012



32

Note :

A. Information as regards capacity, actual production of tea

Licensed Capacity Not Applicable Not Applicable

Installed Capacity 15,50,000 kgs 15,50,000 kgs

Actual production 14,15,480 kgs 14,28,745 kgs

including tea used at garden, trade samples and shortagein weight etc [Exclusive of tea waste](As certified by the Management] 22,246 kgs 22,220 kgs

B. Information of tea sale and stock Quantity Value Quantity Value(Kgs) (Rs.) (Kgs) (Rs.)

Gross Sale 13,69,153 22,56,85,635 13,85,220 19,59,85,779

Tea Cess 7,14,433 6,96,300

Net Sale 22,49,71,202 19,52,89,479

Opening Stock 29,774 35,21,027 36,869 36,12,698

Closing Stock 22,655 29,72,336 29,774 35,21,027

C. Details of Raw Material consumed (100% indigeneous)

I. Green Tea Leaves plucked from own tea estate 46,04,968 42,58,074

(Value of green leaf produced in Company’s ownestate is not ascertainable since productioninvolves an integrated process of growingand cultivation)

II. Green Tea Leaves purchased 16,46,060 3,53,62,610 20,54,528 3,62,03,027

16. TRADE RECEIVABLES

(Unsecured – considered good by the Management)

Outstanding for a periodexceeding six months

– Considered Good 79,067 3,69,688

Other Debts

– Considered Good 27,17,535 8,27,576

27,96,602 11,97,264Note :The classification between period exceeding six months andless than six months has been made assuming that generallysuch amount become due on invoicing itself.


As at As at31.03.2013 31.03.2012

Rs. Rs.

33

As at As at31.03.2013 31.03.2012

Rs. Rs.

17. CASH AND CASH EQUIVALENTSCash-in-Hand 5,74,941 7,10,740Balances with Scheduled Banks :– Current Accounts 3,82,843 1,83,605– Dividend Accounts 7,04,187 3,83,450

16,61,971 12,77,795

18. SHORT TERM LOANS AND ADVANCES

(Unsecured & considered good by the Management)

Advances recoverable in Cash or Kind 81,90,956 57,07,104

Sundry Deposits 37,78,305 17,44,905

Advance Payment of Agricultural Income Tax 70,28,681 46,23,871

1,89,97,942 1,20,75,880

19. OTHER CURRENT ASSETS

Interest receivable on Loans & Advances 1,18,89,821 1,33,50,328

1,18,89,821 1,33,50,328


31.03.2013 31.03.2012Rs. Rs.

20. REVENUE FROM OPERATIONSSale of Tea 22,56,85,635 19,59,85,779

Less : Tea Cess (7,14,433) (6,96,300)

Net Sales 22,49,71,202 19,52,89,479

21. OTHER INCOMEDividend from non-current investments 12,780 14,378

Profit on Sale of Fixed Assets (Net) 9,172 —

Profit on Sale of Current Investment 13,76,916 27,71,200

Profit on Sale of non current Investments 48,18,480 —

Interest on Loans & Deposits 20,29,435 18,99,090

Provision / Liabilities no longer required written back 68,020 14,80,533

Sundry Credit Balance written back — 21,688

Replantation Subsidy 18,51,548 15,51,298

Orthodox Subsidy 34,302 —

Insurance Claim 41,923 41,686

Rent Received — 8,365

Miscellaneous Receipts 5,52,200 4,46,845

1,07,94,776 82,35,083


34



31.03.2013 31.03.2012Rs. Rs.

22. CHANGES IN INVENTORIES OF FINISHED GOODS,WORK IN PROGRESS AND STOCK IN TRADE

Opening Stock of Tea 35,21,027 36,12,698

Closing Stock of Tea 29,72,336 35,21,027

5,48,691 91,671

23. EMPLOYEE BENEFIT EXPENSE

Salaries and Wages 3,37,81,794 2,89,41,368

Contribution to Provident and Other Funds 50,13,066 45,65,253

Gratuity & Leave Encashment 51,71,508 36,31,587

Staff Welfare Expense 2,44,94,959 2,00,31,529

6,84,61,327 5,71,69,737

24. FINANCE COST

Interest Expense 23,77,527 29,47,734

23,77,527 29,47,734

25. OTHER EXPENSES

Consumption of Stores and Spare Parts 1,07,29,866 95,27,598

Power and Fuel 2,18,38,650 2,13,48,536

Rent 5,59,152 3,93,603

Repairs and maintenance

Buildings 34,47,447 30,09,398

Plant and Machinery 41,99,130 36,10,821

Others 37,18,495 21,74,816

Insurance 5,13,280 4,94,850

Rates and Taxes 8,61,987 8,39,125

Travelling and conveyance 23,64,370 22,19,327

Transport Expenses 26,60,398 24,43,670

Legal and Professional charges 11,47,280 18,65,687(including Auditors fees & Consultancy charges)

Directors’ Fees 23,000 22,000

Brokerage & Selling Commission 29,54,777 27,08,886

Despatching & Selling Expenses 60,80,856 56,35,980

Subscription 4,80,895 4,64,895

Cess on Green Leaves 18,44,238 17,01,564

Sundry Debit Balance written off 3,60,827 2,20,125

Bad Debts written off 10,75,813 —

Loss on sale of Fixed Assets (Net) — 1,05,964

Miscellaneous Expenses 67,38,789 65,69,049

7,15,99,248 6,53,55,893

35



31.03.2013 31.03.2012Rs. Rs.

Note :a. Payment to Auditors (included in Legal &

Professional Charges) as :

For Statutory Audit 60,000 60,000

For Tax Audit 15,000 15,000

For Other Capacity 15,000 15,000

90,000 90,000

b. Electricity charges are being provided as per the bill raisedby CESC Ltd. The amount receivable from CESC Ltd. onaccount of excess electricity charges for the earlier yearswill be recognised as and when adjusted in future bills.

c. Expenditure in Foreign currency

Travelling Expenses 7,29,987 5,66,363

26. PROVISION FOR TAXES

Current Tax 21,62,887 12,43,000

Agricultural Income Tax relating to earlier years — 97,911

21,62,887 13,40,911

Note :

a. Current Income tax has been computed considering thatthe benefits available under section 80I E of Income TaxAct, 1961 on substantial expansion is available on the entireprofit. Accordingly, no tax has been considered undercurrent tax.

b. Current tax includes Rs. 11,10,317/- (Previous yearRs. 2,28,070/-) of agricultural income tax payable under theAssam Agricultural Income Tax, 1939.

27. RELATED PARTY DISCLOSURES

List of related parties

a. Associates Srikrishna Arjun Trading & Investment Co. (P) Ltd.

b. Directors / Relatives having significantinfluence, directly or indirectly Mr. A. K. Jalan (Director)

Mr. S. P. Jalan (Relative of Director)

Mr. Anirudha Jalan (Relative of Director)

c. Enterprises where Directors and relativeshave significant influence Creative Services (P) Ltd.

Hasimara Industries Ltd.

James Alexander & Co. Ltd.

36


The following transactions were carried out during the year with related parties :

Director/ EnterprisesRelatives where

Directors andrelatives have

significantinfluence

Rs. Rs.

I. Nature of Transaction

Director’s Fees 5,000 —

(5,000) (—)

Remuneration to Relatives 8,40,512 —

(7,39,797) (—)

Interest received :

Hasimara Industries Ltd. — 18,00,000

(—) (18,54,360)

Creative Services Pvt. Ltd. — 7,79,050

(—) (3,00,000)

II. Balance Outstanding :

i. Loans given

Hasimara Industries Ltd. — 1,50,00,000

(—) (1,50,00,000)

ii. Investments


(—) (75,00,000)

Creative Services (P) Ltd. — 65,00,000

(—) (65,00,000)

iii. Others


(—) (16,27,684)

Creative Services (P) Ltd. — 5,00,000

(—) (12,79,050)

“Figures in bracket represents previous year’s amount”

Note :

I. In respect of the above parties, there is no provision for doubtful debts as on 31.3.2013 and no amounthas been written off or written back during the year in respect of debts due from / to them.

II. The above related party information is as identified by the management and relied upon by the auditors.

III. There are no transaction with Associate Company.

37


28. DISCLOSURE UNDER ACCOUNTING STANDARD - 15

EMPLOYEE BENEFITS

The disclosure required under Accounting Standard 15 “Employee Benefits” notified in the Companies(Accounting Standards) Rules 2006, are given below :

Defined Contribution Scheme :

Contribution to Defined Contribution Plan recognised for the year are as under :

2012-13 2011-12

Employer’s Contribtion to Provident Fund 42,72,900 39,03,059

Employer’s Contribution to Pension Fund 1,56,254 1,55,307

Defined Benefit Scheme :

The present value of obligation is determined based on actuarial valuation using the projected unit Credit,which recognises each period of service as giving rise to additional unit employee benefit entitlement andmeasures each unit separately to built up the final obligation.

Gratuity (Unfunded)

31.03.2013 31.03.2012

i. Change in the present value of the defined benefitobligation representing reconciliation of opening andclosing balances thereof are as follows :

Liability at the beginning of the year 24,583 22,553

Interest Cost 2,399 1,885

Current Service Cost 1,362 1,235

Actuarial (gain) / loss on obligations 2,139 511

Benefits paid (1,762) (1,601)

Liability at the end of the year 28,721 24,583

ii. Changes in the Fair Value of Plan Asset representingreconciliation of opening and closing balances thereofare as follows :

Fair Value of Plan Assets at the beginning of the year — —

Expected Return on Plan Assets — —

Contribution by the Company 1,762 1,601

Benefits Paid (1,762) (1,601)

Actuarial gain / (loss) on Plan Assets — —

Fair value of Plan Assets at the end of the year — —

iii. Amount recognised in Balance SheetLiability at the end of the year 28,721 24,583Fair value of Plan Assets at the end of the year — —

Amount Recognised in the Balance Sheet 28,721 24,583

(Rs. in Thousands)

38

31.03.2013 31.03.2012

iv. Expenses Recognised in the Income StatementCurrent Service Cost 1,361 1,235Interest Cost 2,399 1,885Expected Return on Plan Assets — —Net Actuarial (gain)/loss to be Recognised 2,139 511

Expenses Recognised in Profit & Loss Account 5,899 3,631

v. Balance Sheet ReconciliationOpening Net Liability 26,184 22,553Expenses as above 5,899 3,631Employer’s Contribution — —

Amount Recognised in Balance Sheet 32,083 26,184

vi. Principal Actuarial assumption at the Balance SheetDiscount Rate 8.25% 8.00%Rate of Return on Plan Assets 0.00% 0.00%

31.03.2013 31.03.2012 31.03.2011 31.03.2010

vii. Experience gain /(loss)adjustments on plan liabilities 2,139 511 (1,055) (1,284)

viii. Present value of DefinedBenefit Obligation 28,721 24,583 22,553 22,464

Notes :

Assumption relating to future salary increases, attrition, interest rate for discount & overall expected rate ofreturn on Assets have been considered based on relevant economic factors such as inflation, market growth& other factors applicable to the period over which the obligation is expected to be settled.

29. The Company’s main business is growing and manufacturing Tea. As such there is no separate reportablesegments as per the Accounting Standard 17 “Segment reporting”. Further, as the Company operatesentirely in India, no secondary segment has been identified.

30. EARNINGS PER SHARE Year ended Year ended31.03.2013 31.03.2012

Net Profit / (Loss) attributable to equity shareholders (Rs.) 2,61,05,856 1,74,31,748

Weighted average number of equity shares issued 34,02,100 34,02,100

Basic and diluted earnings per share (Rs.) 7.67 5.12(Face value Rs. 10/- per share)

31. Previous year figures has been regrouped / reclassified to conform with current year presentation, whereverconsidered necessary.






Directors

39

Tyroon Tea Company LimitedRegd. Office : “McLeod House”, 3, Netaji Subhas Road, Kolkata 700 001

PROXY

Folio No./Clinet ID Number.................................. No. of Shares held...................

D.P. Id No............................................

I/We.....................................................................................................................................

of....................................................................................................................................................

being a Member / Members of Tyroon Tea Company Limited, hereby appoint

.........................................................................of.............................................................orfailing him..........................................................of.........................................................................

as my / our proxy in my / our presence to attend and vote for me / us, and on my / our behalf atthe Annual General Meeting of the Company to be held at Bharatiya Bhasha Parishad,36A, Shakespeare Sarani, Kolkata-700 017 on Thursday the 26th day of September, 2013 at10.30 A.M. and / or at any adjournment thereof.

Signed this ........................................... day of.........................................2013

Signature

Note : The proxy must be deposited at the Registered Office of the Company at “McLeod House”,3, Netaji Subhas Road, Kolkata - 700 001 not less than 48 hours before the meeting.

(Tear Off)

Tyroon Tea Company LimitedRegd. Office : “McLeod House”, 3, Netaji Subhas Road, Kolkata 700 001

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND OVER AT THE ENTRANCE

....................................................................................................................................................................Name of Shareholder/s (In Block Letters)

Folio No/Client ID No..................................... No. of Shares held................................................

D.P. Id No......................................................

.........................................................................................................................................................................................

Name of the Proxy (In Block Letters) in case the Proxy attends instead of the Shareholder(s).

I hereby record my presence at the ANNUAL GENERAL MEETING of the Company at the auditoriumof Bharatiya Bhasha Parishad, 36A, Shakespeare Sarani, Kolkata-700 017, on Thursday, the 26th dayof September, 2013 at 10.30 A.M.

Signature of the Shareholder or Proxy.........................................................................................................

AffixRevenue

Stamp

TYROON TEA COMPANY LIMITED

ANNUAL REPORT ANDACCOUNTS 2012– 2013

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